-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, H+pXgRySWKtxMkCtoDxGXPK8byDmvtHsa5DkWmZytv5lWsclI8lGkomT5ZY+sSkT jSdXs13msNt7VbDT03kP+Q== 0000893220-02-000424.txt : 20020415 0000893220-02-000424.hdr.sgml : 20020415 ACCESSION NUMBER: 0000893220-02-000424 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020405 EFFECTIVENESS DATE: 20020405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: YORK INTERNATIONAL CORP /DE/ CENTRAL INDEX KEY: 0000842662 STANDARD INDUSTRIAL CLASSIFICATION: AIR COND & WARM AIR HEATING EQUIP & COMM & INDL REFRIG EQUIP [3585] IRS NUMBER: 133473472 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-85570 FILM NUMBER: 02602465 BUSINESS ADDRESS: STREET 1: 631 S RICHLAND AVE CITY: YORK STATE: PA ZIP: 17403 BUSINESS PHONE: 7177717890 MAIL ADDRESS: STREET 1: 631 SOUTH RICHLAND AVENUE CITY: YORK STATE: PA ZIP: 17403 FORMER COMPANY: FORMER CONFORMED NAME: YORK HOLDINGS CORP DATE OF NAME CHANGE: 19910930 S-8 1 w59297s-8.txt YORK INTERNATIONAL FORM S-8 As filed with the Securities and Exchange Commission on April 5, 2002 Registration No. 333- =============================================================== UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------------------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------------------------------------- YORK INTERNATIONAL CORPORATION (Exact name of Registrant as specified in its charter) Delaware 13-3473472 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 631 South Richland 17403 York, Pennsylvania (Zip Code) (Address of Principal Executive Offices) York International Corporation Amended and Restated 1992 Employee Stock Purchase Plan (Full title of the plan) Jane G. Davis Vice President, Secretary and General Counsel York International Corporation 631 South Richland Avenue York, Pennsylvania 17403 (Name and address of agent for service) (717) 771-7890 (Telephone number, including area code, of agent for service) copy to Thomas D. Washburne, Jr., Esq. Michael W. Conron, Esq. Venable, Baetjer and Howard, LLP 2 Hopkins Plaza, Suite 1800 Baltimore, Maryland 21201 (410) 244-7400 CALCULATION OF REGISTRATION FEE
Title of Proposed Securities maximum Proposed maximum Amount of to be Amount to be offering price aggregate Registration registered registered per share* offering price Fee - --------------- ------------ -------------- ---------------- ------------ Common Stock 500,000 $ 35.65 $17,825,000 $1640 $.005 Par Value Shares
* Calculated solely for the purpose of computing the registration fee pursuant to Rule 457(c) and (h), based upon the reported closing price of York International Corporation Common Stock on the New York Stock Exchange, Inc. on April 2, 2002 PART II PRIOR REGISTRATION STATEMENT This registration statement is filed with the Securities and Exchange Commission (the "Commission") for the purpose of registering additional shares of Common Stock of the registrant in connection with its Amended and Restated 1992 Employee Stock Purchase Plan (the "Plan"). The Registrant filed a registration statement on Form S-8, on August 26, 1992 (File No. 33-51374) (the "Prior Registration Statement") in respect of shares of Common Stock to be offered pursuant to the Plan. The Prior Registration Statement is currently effective. The contents of the Prior Registration Statement, to the extent not otherwise amended or superseded by the contents hereof, are incorporated herein by reference. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 8. Exhibits.
Exhibit Number Description -------------- ----------- 5.1 Opinion of Jane G. Davis 23.1 Consent of Jane G. Davis (included in Exhibit 5.1) 23.2 Consent of KPMG LLP 24.1 Powers of Attorney
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of York, Commonwealth of Pennsylvania, on April 5, 2002. YORK INTERNATIONAL CORPORATION By:/s/ Jane G. Davis --------------------------------------------- Jane G. Davis Vice President, Secretary and General Counsel Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the date indicated. * January 24, 2002 - ------------------------------ Michael R. Young President and Chief Executive Officer and Director * January 24, 2002 - ------------------------------ C. David Myers, Vice President and Chief Financial Officer * January 24, 2002 - ------------------------------ David R. Heck, Controller * January 24, 2002 - ------------------------------ Gerald C. McDonough, Chairman * January 24, 2002 - ------------------------------ W. Michael Clevy, Director * January 24, 2002 - ------------------------------ Malcolm W. Gambill, Director * January 24, 2002 - ------------------------------ John Roderick Heller, III, Director * January 24, 2002 - ------------------------------ Robert F. B. Logan, Director * January 24, 2002 - ------------------------------ Paul J. Powers, Director * January 24, 2002 - ------------------------------ Donald M. Roberts, Director * January 24, 2002 - ------------------------------ James A. Urry, Director *By /s/ Jane G. Davis ----------------- Jane G. Davis Attorney-in-Fact EX-5.1 3 w59297ex5-1.txt OPINION OF JANE G. DAVIS April 5, 2002 EXHIBIT 5.1 Securities & Exchange Commission Judiciary Plaza 450 Fifth Street, N.W. Washington, DC 20549 Ladies and Gentlemen: This opinion is delivered in connection with the registration under the Securities Act of 1933, as amended (the "Act") of 500,000 shares (the "Shares") of Common Stock, par value $.005 per share, of York International Corporation, a Delaware corporation (the "Company"), to be issued in connection with the Company's 1992 Employee Stock Purchase Plan (the "1992 Plan") pursuant to a registration statement on Form S-8 filed on the date hereof (the "Registration Statement"). The undersigned is the General Counsel and Secretary of the Company and is familiar with the Company's charter, by-laws, and resolutions of the Company authorizing the issuance of the Shares and with the Registration Statement. Based upon the foregoing, the undersigned is of the opinion that the Shares have been duly authorized for issuance by all necessary corporate action and will be, when issued as authorized under the 1992 Plan and for the consideration described therein, validly issued, fully paid and nonassessable. The undersigned consents to the filing of this opinion with the Securities and Exchange Commission as an Exhibit to the Registration Statement. Very truly yours, YORK INTERNATIONAL CORPORATION /s/ Jane G. Davis Jane G. Davis Vice President, Secretary and General Counsel JGD/dp 40344 EX-23.2 4 w59297ex23-2.txt CONSENT OF KPMG LLP EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and Stockholders York International Corporation: We consent to the incorporation by reference in the Registration Statement on Form S-8 of York International Corporation of our reports dated February 15, 2002, relating to the consolidated balance sheets of York International Corporation and subsidiaries as of December 31, 2001 and 2000, and the related consolidated statements of operations, comprehensive income (loss), cash flows and stockholders' equity and related financial statement schedule for each of the years in the three-year period ended December 31, 2001, which reports appear in or are incorporated by reference in the December 31, 2001 annual report on Form 10-K of York International Corporation. Our report on the consolidated financial statements refers to the change by the Company in 2001 in its method of accounting for derivative instruments and hedging activities. /s/ KPMG LLP ------------------ KPMG LLP Harrisburg, PA April 5, 2002 EX-24.1 5 w59297ex24-1.txt POWERS OF ATTORNEY EXHIBIT 24.1 YORK INTERNATIONAL CORPORATION POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors and officers of York International Corporation, a Delaware corporation (the "Company"), hereby constitute and appoint Jane G. Davis and C. David Myers, or any of them acting singly or jointly, the true and lawful agents and attorney-in-fact of the undersigned with full power and authority in said agents and attorneys-in-fact, or any of them, to sign for the undersigned and in their respective names, as directors and as officers of the Company, the Registration Statement of the Company on Form S-8 or other appropriate form (and any pre-effective or post-effective amendments or supplements to such Registration Statement), to be filed under the Securities Act of 1933, as amended, with the Securities and Exchange Commission relating to the Common Stock to be issued by the Company in connection with the Company's Amended and Restated 1992 Employee Stock Purchase Plan.
Capacity Date - -------- ---- /s/ Michael R Young January 24, 2002 - ------------------------------------------ Michael R. Young President and Chief Executive Officer and Director /s/ C. David Myers January 24, 2002 - ------------------------------------------ C. David Myers, Vice President and Chief Financial Officer /s/ David R. Heck January 24, 2002 - ------------------------------------ David R. Heck, Controller /s/ Gerald C. McDonough January 24, 2002 - ------------------------------------ Gerald C. McDonough, Chairman /s/ W. Michael Clevy January 24, 2002 - ------------------------------------------
W. Michael Clevy, Director /s/ Malcolm W. Gambill January 24, 2002 - ------------------------------------ Malcolm W. Gambill, Director /s/ John Roderick Heller, III January 24, 2002 - ------------------------------------------ John Roderick Heller, III, Director /s/ Robert F. B. Logan January 24, 2002 - ------------------------------------------ Robert F. B. Logan, Director /s/ Paul J. Powers January 24, 2002 - ------------------------------------------ Paul J. Powers, Director /s/ Donald M. Roberts January 24, 2002 - ------------------------------------------ Donald M. Roberts, Director /s/ James A. Urry January 24, 2002 - ------------------------------------ James A. Urry, Director
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